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UNITED STATES
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Act of 1934 INTELGENX TECHNOLOGIES CORP.
(Name of Issuer)
Class A Common Stock
(Title and Class of Securities)
45822R 10 1
(CUSIP Number) Horst Zerbe
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
April 28, 2006
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of
this Schedule 13D, and is filing this schedule because of §§240.13d-1(f) or
240.13d-1(g), check the following box o.
Note. Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies
are to be sent.
The information required on the remainder
of this cover page shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that Section of the Act, but shall be subject to all other
provisions of the Act (however, see the Notes). Persons who respond to the collection of information contained
in this form
CUSIP No.
45822R 10 1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY) Joel Cohen
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) o
(b) ý
SEC USE ONLY
SOURCE OF FUNDS (See Instructions)
OO
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
1,634,213
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,634,213
10 SHARED DISPOSITIVE POWER
0
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
1,634,213
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
10.2%
TYPE OF REPORTING PERSON (See
Instructions)
IN Item 1. Security and Issuer This Schedule 13D (the "Schedule 13D"), relates to
common stock ("Common Stock") of IntelGenx Technologies Corp., a Delaware
corporation (the "Issuer"), formerly Big Flash Corp. The principal executive
offices of the Issuer are located at 6425 Abrams, Ville St- Laurent, Quebec, H4S
1X9. 2
Item 2. Identity and Background Joel Cohen (the "Reporting Person"). (b) Residence or Business Address: The business address of the Reporting Person is 6425 Abrams,
Ville St-Laurent, Quebec, H4S 1X9. (c) Present Principal Occupation and Employment: The Reporting Person is a natural person and his personal
occupation is as Chief Financial Officer and Director of the Issuer. (d) Criminal Convictions: The Reporting Person has not been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years. (e) Civil Proceedings: The Reporting Person has not been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction where,
as a result of such proceeding, there was or is a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws. (f) Citizenship: The Reporting Person is a citizen of Canada. Item 3. Source and Amount of Funds or Other Consideration The Reporting Person acquired 1,571,713 shares of 6544361
Canada Inc. ("Exchangeco"), as part of a share exchange agreement entered into
on April 28, 2006 between the Reporting Person, the Issuer, Exchangeco, Big
Flash Corp., Horst Zerbe and Ingrid Zerbe (the "Share Exchange Agreement"). The
shares of Exchangeco are exchangeable on a one for one basis into shares of the
common stock of the Issuer at the Reporting Persons discretion. Item 4. Purpose of Transaction The Reporting Person acquired the common stock of the Issuer
with intent to gain control of the Issuer's operations and have IntelGenx Corp.
continue its operations as a controlled subsidiary of the Issuer. Item 5. Interest in Securities of the Issuer (a) Aggregate Beneficial Ownership: As of March 28, 2007, the Reporting Person
beneficially owns the following securities of the Company: Title of Security Amount Percentage of Shares of Common Stock(1) Common Stock ($0.00001 par
value) (1) 1,571,713 9.8% Option (Right to buy) (2)
62,500 0.4% 3
(1) The issuer acquired a subsidiary, IntelGenx Corp., in April of 2006. As part
of this Acquisition, the Reporting Person became Chief Financial Officer and
Director of the Issuer and acquired 1,571,713 exchangeable shares of Exchangeco
(the "Exchangeable Shares"). The 1,571,713 Exchangeable Shares are exchangeable,
on a one for one basis, into shares of common stock of the Issuer at the
Reporting Persons discretion. Prior to exchanging the Exchangeable Shares for
shares of the Issuer, the Reporting Person has the right to vote 1,571,713
shares of the Issuer which are currently held in trust on behalf of the
Reporting Person. It is because of these voting rights, which indicate control
over the shares, that these shares are included on this Form 13D. The 1,571,713
shares of the Issuer have not been registered for resale at this time. The
acquisition and the terms under which the Exchangeable Shares were issued are
more completely described in the Issuer's Report on the SB-2 filed on July 3,
2006. (2) The Reporting Person has sole power to vote 1,634,213 shares of the
common stock of the Issuer, which include 62,500 shares purchasable at an
exercise price of $0.41 under options granted November 13, 2006, which are
exercisable within sixty days of this filing. (b) The Reporting Person has the sole
power to vote or to direct the vote of the Company Shares held by him and has
the sole power to dispose of or to direct the disposition of 1,634,213 Company
Shares held by him. (c)
SECURITIES AND EXCHANGE COMMISSION
(Amendment No.____)*
IntelGenx Technologies Corp.
6425 Abrams
Quebec, H4S 1X9
(514) 331-7440
*
The
remainder of this cover page shall be filled out for a reporting persons
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
are not required to respond unless the form displaying a currently valid OMB
control number.
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(a) Name of Person filing this Statement:
The Reporting Person has not effected any transactions in the Companys securities during the past 60 days.
(d)
Right of Others to Receive Dividends or Proceeds of Sale:None.
(e)
Date Ceased to be the Beneficial Owner of More Than Five Percent:Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
On April 28, 2006, pursuant to the Share Exchange Agreement the Issuer, directly and indirectly through Exchangeco exchanged all of the issued and outstanding common stock of IntelGenx Corp., a Canadian corporation, for 10,991,000 Class A Special Shares of Exchangeco. The Reporting Person acquired his shares of Exchangeco pursuant to the Share Exchange Agreement.
At closing of the acquisition of IntelGenx Corp., the Issuer, Exchangeco, Equity Transfer Services Inc, and Horst Zerbe, Ingrid Zerbe and the Reporting Person (together "the IntelGenx Principals") entered into an exchange and voting trust agreement pursuant to which 10,991,000 shares of the Issuers Common Stock were issued to Equity Transfer Services Inc, in its capacity as trustee, as security for the Issuers covenants under the provisions of the Exchangeable Shares.
At closing of the acquisition of IntelGenx Corp., the Issuer, Exchangeco, Equity Transfer Services Inc. and the IntelGenx Principals also entered into a support agreement which, among other things, sets forth the terms and conditions upon which the IntelGenx Principals may exchange the Exchangeable Shares for a corresponding number of shares of the Issuer.
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Item 7. Material to Be Filed as Exhibits Exhibit 1. Share Exchange Agreement between the Issuer,
6544361 Canada Inc. and IntelGenx Corp., dated April 10, 2006 (incorporated by
reference to Exhibit 99.1 of the Issuers Form 8-K, filed with the SEC on April
13, 2006). Exhibit 2. Exchange and Voting Trust Agreement between the
Issuer, 6544361 Canada Inc., Equity Services Inc. and the IntelGenx Principals
dated April 28th, 2006 (incorporated by reference to Exhibit 99.1 of
the Issuers Form 8-K, filed with the SEC on April 13, 2006). Exhibit 3. Support Agreement between the Issuer, 6544361
Canada Inc., Equity Services Inc. and the IntelGenx Principals dated April 28th,
2006 (incorporated by reference to Exhibit 99.1 of the Issuers Form 8-K, filed
with the SEC on April 13, 2006). Signature After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
March 28, 2007 |
Date |
/s/ Joel Cohen |
Signature |
Joel Cohen |
Name |
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